UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
March 31, 2000
Date of Report: (Date of earliest event reported)
Computer Associates International, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 333-30842 13-2857434
(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Computer Associates Plaza, Islandia, New York 11749
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (631) 342-5224
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On March 31, 2000, Computer Associates announced that an agreement had been
reached to settle certain shareholder litigation arising out of stock awards
made to three executives pursuant to the Company's 1995 Key Employee Stock
Ownership Plan. Under the terms of the proposed settlement, which is subject to
the approval of the Delaware Court of Chancery and dismissal of related claims
by the United States District Court for the Eastern District of New York, the
executives will return 4.5 million shares of Computer Associates stock to the
Company.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable.
(c) Exhibits.
99.1 Press Release dated March 31, 2000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Computer Associates International, Inc.
Dated: April 4, 2000 By: /s/ Ira Zar
Ira Zar
Executive Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Exhibit
99.1 Press Release dated March 31, 2000.
COMPUTER ASSOCIATES AGREES TO SETTLE COMPENSATION LITIGATION
ISLANDIA, N.Y., March 31, 2000--Computer Associates International, Inc. (CA)
announced today that an agreement has been reached to settle certain shareholder
litigation arising out of stock awards made to three executives in June 1998
pursuant to the company's 1995 Key Employee Stock Ownership Plan. Under the
terms of the proposed settlement, which is subject to the approval of the
Delaware Court of Chancery and dismissal of related claims by the United States
District Court for the Eastern District of New York, the executives will return
4.5 million shares of Computer Associates stock to the company.
Willem de Vogel, chairman of the Stock Option and Compensation Committee of CA's
Board of Directors, stated: "Even though the Committee continues to believe that
the original stock awards were in accordance with both the spirit and intent of
the 1995 Plan, it is in the interest of the company and its shareholders to put
this matter behind us."
If approved by the courts, the agreement would result in dismissal of the
derivative actions brought in the Delaware and New York courts.
Computer Associates International, Inc. (NYSE: CA), the world's leading business
software company, delivers the end-to-end infrastructure to enable eBusiness
through innovative technology, services and education. CA has 18,000 employees
worldwide and had revenue of $6.3 billion for the year ended December 31, 1999.
For more information, visit www.ca.com.
